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Dhunseri Investments Ltd.

BSE: 533336 Sector: Financials
NSE: DHUNINV ISIN Code: INE320L01011
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NSE 00:00 | 27 Jul 653.70 -15.60
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OPEN 667.05
PREVIOUS CLOSE 667.45
VOLUME 1169
52-Week high 705.00
52-Week low 197.05
P/E 161.17
Mkt Cap.(Rs cr) 398
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 667.05
CLOSE 667.45
VOLUME 1169
52-Week high 705.00
52-Week low 197.05
P/E 161.17
Mkt Cap.(Rs cr) 398
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Investments Ltd. (DHUNINV) - Auditors Report

Company auditors report

To The Members of

DHUNSERI INVESTMENTS LIMITED

Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of DHUNSERIINVESTMENTS LIMITED ("the Company") which comprise the Balance Sheet as atMarch 31 2020 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year thenended and notes to the standalone Ind AS financial statements including a summary of thesignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 as amended ('the Act') in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31 March 2020 its profit includingother comprehensive income its cash flows and the changes in equity for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the 'Auditor'sresponsibilities for the audit of the standalone Ind AS financial statements' section ofour report. We are independent of the Company in accordance with the 'Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Key Audit Matter Auditor's Response
1. First time adoption of the Ind AS framework Refer Note 1 and 2 for significant accounting policies and Note 40 for reconciliation. As disclosed in Note 40 to the standalone financial statements the Company has adopted the Indian Accounting Standards notified under section 133 of the Companies Act 2013 read together with the Companies (Indian Accounting Standards) Rules 2015 (as amended) ('Ind AS') with effect from 1 April 2019 (1 April 2018 being the transition date) and prepared the first set of standalone financial statements under Ind AS framework in the current year. For periods up to and including the year ended 31 March 2019 the Company prepared its standalone financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies (Accounts) Rules 2014 (Indian GAAP or previous GAAP). This change in the financial reporting framework required an end- to-end evaluation of the potential impact on each component of the financial statement which involved significant efforts required by the management. This process also required the management to apply significant judgements to identify and elect appropriate accounting policies suitable for various transactions and balances relating to the operations of the Company including electing of available options for transition of balances as at transition date from the previous GAAP to the new GAAP Further the first time preparation of the Ind AS standalone financial statements involved preparation and presentation of additional notes and disclosures as required by the Ind AS framework as compared to the previous GAAP in addition to Note 40 to the standalone financial statements setting forth the reconciliation of balances from previous GAAP to the new GAAP as at the transition date and the impact of restatement on the results of the comparative period due to such transition. Our procedures in respect of the first time adoption of Ind AS financial reporting framework included but not limited to the following:
• Obtained an understanding of management's processes and controls around adoption of Ind AS. We sought explanations from the management for areas involving complex judgements or interpretations to assess its appropriateness.
• Reviewed the diagnostics performed by the management to assess the impact on Ind AS transition to the individual financial statement line items.
• Reviewed the implementation of exemptions availed and options chosen by the Company in accordance with the requirements of Ind AS 101 first time adoption of Indian AccountingStandards (Ind AS 101).
• Evaluated the accounting policies adopted by the Company on transition to Ind AS and assessed its appropriateness basis our understanding of the entity and its operations and the requirements of relevant accounting standards under the Ind AS framework.
• Evaluated whether the presentation and disclosures in the standalone financial statements are in accordance with the requirements of the applicable standards and regulatory requirements.
• Evaluated the appropriateness and adequacy of disclosures with respect to the reconciliations prepared and presented by the management in the standalone financial statements in accordance with Ind AS 101.
The areas where there was a significant impact on account of first time adoption of Ind AS; involved the following standards amongst others:
a) Ind AS 109 Financial Instruments
Refer Note 5 for the details of the Investment. The carrying value of investments as at 31 March 2020 was Rs 28389.81 lakhs comprising investment in equity instruments and units of mutual fund. The aforesaid investment also includes investments in subsidiaries and associates which are carried at cost.
The carrying value of investments represents 95.29% of the total assets of the Company.
Considering the significance of the above transition with respect to the standalone financial statements the complexities and efforts involved this matter has been identified as a key audit matterfor the current year audit.

Other information

The other information comprises the information included in the Annual report but doesnot include the standalone Ind AS financial statements and our auditor's report thereon.The Company's Board of Directors is responsible for the other information.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report thatfact. We have nothing to report in thisregard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; makingjudgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone Ind AS financial statements Management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessManagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditors' Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone Ind AS financial statements.

As a part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements for the financial year ended 31 March 2020 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act2013 we give in Annexure-A a statement on the matters specified inparagraphs 3 and 4 of the said Order.

2. As required by section 143 (3) of the Act we report that:

i. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion proper books of account as required by law have been kept by thecompany so far as appears from our examination of those books;

iii. The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

iv. In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

v. On the basis of the written representations received from the directors of theCompany as on 31st March 2020 taken on record by the Board of Directors of the Companynone of the Directors are disqualified as on 31st March 2020 from being appointed as aDirector of that company in terms of sub-section 2 of Section 164 of the Act.

vi. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and

vii. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

a. The Company does not have any pending litigations as on balance sheet date whichwould impact its financial position.

b. The Company does not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses and

c. There has been no delay in transferring amounts required to be transferred to theInvestor Company's Education and Protection Fund by the Investor Company and associatecompanies incorporated in India;

viii. With respect to the matter to be included in the Auditors' Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act.

Place: Kolkata Bipin KumarAgarwala FCA PARTNER (Membership No. 051635) For and on behalf of U. S. AGARWAL & ASSOCIATES Chartered Accountants Firm Registration No.314213E
Date: The 28th day of July 2020 UDIN: 20051635AAAABP1879

ANNEXURE-A TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

i) (a) The Company is maintaining proper records showing full particulars includingquantitative details & situation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the managementduring the year and discrepancy noticed on such verification has been duly provided in thebooks of accounts.

(c) The title deeds of immovable properties are held in the name of the company.

ii) According to the records of the Company examined by us and the information andexplanations given to us the Company does not hold any inventories. Thus paragraph 3(ii)of the Order is not applicable to the Company.

iii) The Company has not granted any loans secured or unsecured to Companies firmsor other parties covered in the register maintained under Section 189 of the Act.Consequently clauses (iii) (a b&c)of paragraph 3 of the Order are not applicable.

iv) The Company has not entered into loans investments guarantees and securitytransactions falling within provisions of section 185 and 186 of the Companies Act 2013.

v) The Company has not accepted any deposits from the public within the meaning ofsections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder.

vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Companies Act 2013 for any of the services rendered by theCompany. Accordingly paragraph 3(vi) of the Order is not applicable to it.

vii) (a) In our opinion and according to the information and explanations given to usthe company is depositing undisputed statutory dues including provident fund employeestate Insurance income tax sales tax service tax duty of customs duty of excisevalue added tax goods and services tax cess and any other statutory dues withappropriate authority.

(b) According to the information and explanations given to us there are no dues ofProvident Fund Employees State Insurance Income Tax Sales Tax Goods and Services TaxCess and any other Statutory Dues outstanding on account of any dispute.

viii) According to the records of the Company examined by us and the information andexplanations given to us there are no dues payable to any financial institutions or banksor debenture holders as at the balance sheet date.

ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

x) According to the records of the Company examined by us and information andexplanation given to us any fraud by the company or any fraud on the Company by itsofficers or employees has not been noticed or reported during the year.

xi) Managerial remuneration has been paid in accordance with Section 197 read withSchedule V to Companies Act 2013

xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

xiii) All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards.

xiv) According to the information and explanations given to us the company has notmade preferential allotment of shares during the year under review; thereforerequirements of section 42 of the Companies Act 2013 are not applicable.

xv) According to the information and explanations given to us the company has notentered into any non-cash transactions with directors or persons connected with him.Accordingly paragraph 3(xv) of the Order is not applicable.

xvi) The Company has obtained registration as required under section 45-IA of theReserve Bank of India Act 1934.

Place: Kolkata Bipin KumarAgarwala FCA PARTNER (Membership No. 051635) For and on behalf of U. S. AGARWAL & ASSOCIATES Chartered Accountants Firm Registration No.314213E
Date: The 28th day of July 2020 UDIN: 20051635AAAABP1879

ANNEXURE-B TO THE INDEPENDENT AUDITOR'S REPORT

of even date on the Standalone Financial Statements of Dhunseri Investments Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") We have audited the internalfinancial controls over financial reporting of DHUNSERI INVESTMENTS LIMITED ("theCompany") as of March 31 2020 in conjunction with our audit of the standalone Ind ASfinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone Ind AS financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the 'Guidance Note') andthe Standards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting withreference to these standalone Ind AS financial statements was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone Ind AS financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standaloneInd AS financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting with reference to thesestandalone Ind AS financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles. A Company's internal financial control overfinancial reporting withreference to these standalone Ind AS financial statements includes those policies andprocedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Financial Statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone Ind AS financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone Ind AS financial statements to future periods are subject to the riskthat the internal financial control over financial reporting with reference to thesestandalone Ind AS financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls over financial reporting with reference to these standalone Ind ASfinancial statements and such internal financial controls over financial reporting withreference to these standalone Ind AS financial statements were operating effectively as at31 March 2020 based on the internal control over financial reporting criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

Bipin KumarAgarwala FCA PARTNER (Membership No. 051635)
For and on behalf of
U. S. AGARWAL & ASSOCIATES
Chartered Accountants
Place: Kolkata Firm Registration No.314213E
Date: The 28th day of July 2020 UDIN: 20051635AAAABP1879

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